The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 30 Jul 2026 14:32:32 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The State of US Reincorporations: Post-Proxy Season 2025 – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The State of US Reincorporations: Post-Proxy Season 2025 https://corpgov.law.harvard.edu/2026/03/31/the-state-of-us-reincorporations-post-proxy-season-2025/?utm_source=rss&utm_medium=rss&utm_campaign=the-state-of-us-reincorporations-post-proxy-season-2025 https://corpgov.law.harvard.edu/2026/03/31/the-state-of-us-reincorporations-post-proxy-season-2025/#respond Tue, 31 Mar 2026 11:32:47 +0000 https://corpgov.law.harvard.edu/?p=180005?d=20260330161913EDT Posted by Samuel Nolledo, Sarah Wenger, and Aaron Wendt, Glass, Lewis & Co., on Tuesday, March 31, 2026
Editor's Note:

Samuel Nolledo is a Senior Analyst, Sarah Wenger is a Lead Analyst, and Aaron Wendt is a Senior Director of Research at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum and is part of the Delaware law series; links to other posts in the series are available here.

Key Takeaways

  • While a widespread “DEXIT” has yet to materialize, state-to-state reincorporations by U.S. public companies remain in the spotlight.
  • Of the 26 reincorporation proposals that went to a vote in the second half of 2025, 16 involved existing companies and 10 involved a SPAC or other business combination.
  • Among existing companies, the most common reasons cited for reincorporating were the jurisdiction’s legal environment (81%), Delaware’s franchise taxes and fees (50%), litigation risk (38%) and business operations (25%).
  • Only 29% of the reincorporations from the 2025 post-season involved significant or controlling shareholders, compared to 55% during the 2025 proxy season.
  • Although average support for reincorporation proposals rose to 86% in the post-season compared to 82% in proxy season, more reincorporation proposals were not approved by shareholders (four, vs. two during proxy season).

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